Restriction of voting rights and proxy— The transfer of nominal shares and consequently the recognition of the buyer of nominal shares as a shareholder with voting rights, as well as the registering of nominees as shareholders with voting rights are subject to certain restrictions. According to article 3, subsection 6 of the Articles of Association in particular, the Board of Directors may refuse full shareholder status to a buyer of shares if the number of shares held by that buyer exceeds 4 % of the total registered shares as entered in the commercial register. Details of the restrictions placed on the transfer of registered shares and the limitations of nominee registrations, the Group clause included in the Articles of Association and the rules for granting exceptions, will be found on page 33 of this Annual Report and in the respective regulation of the Board of Directors “Registered Share and Shareholder Registry Regulations Lindt & Sprüngli AG.”
According to article 12, subsection 3 of the Articles of Association, no shareholder may combine, in the aggregate, directly or indirectly, whether with his own shares or with those voted by proxy, more than 6 % of total voting shares when exercising the voting rights at the General Meeting. Natural persons or legal entities, which either by the number of shares or the pooling of votes or similar are linked to each other or are under common custody, are considered as one shareholder. In special cases, the Board of Directors may make exceptions to the voting rights restrictions. In the reporting year, the Board of Directors granted no such exception.
The voting rights restriction does not apply to the exercise of the those rights by the independent voting right representative and by shareholders with more than 6 % of the voting rights whose names are recorded in the share register.
As the “Fund for Pension Supplements of Chocoladefabriken Lindt & Sprüngli AG”, “Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli Aktiengesellschaft”, “Lindt Cocoa Foundation,” and “Lindt Chocolate Competence Foundation”, all Kilchberg ZH, as a group are entered in the share register with a shareholding interest of more than 6 %, the voting right limitation does not apply to that fund.
A revocation of the statutory restrictions of voting rights requires a three-quarter majority of the votes represented at the Annual Shareholders' Meeting.
Pursuant to Art. 12 para. 2 of the Articles of Association a shareholder may arrange to be represented at the general meeting by another shareholder or by the independent voting right representative on the basis of a written power of attorney. A general instruction may be given for voting on motions which have been announced in the invitation to attend or have not been so announced.
Statutory Quorum—The General Meeting passes its resolutions by an absolute majority of the votes represented, unless the Articles of Association or the law prescribe otherwise. According to article 15, subsection 3 of the Articles of Association, amendments of the Articles of Association regarding the relocation of headquarters, transformation of nominal shares into bearer shares, the assignment of nominal shares, the representation of shares at the General Meeting, the amendment of article 15, subsection 3 of the Articles of Association as well as the dissolution or the merger of the company requires a three-quarter majority vote of represented shares.
Calling of the Annual General Meeting,
agenda, and share register—Shareholders are given notice by the Board of Directors at least 20 days prior to the date of the General Meeting via publication in the Swiss Handelsamtsblatt.
A shareholder whose name appears in the share register as owning at least 2 % of the equity capital of the company may ask for an item to be placed on the agenda. The request for an item to be placed on the agenda must be sent to the Board of Directors in writing no less than 60 days before the meeting stating the matters to be discussed and the proposals made. These requests for items to be placed on the agenda and the accompanying proposals must be placed before the General Meeting together with the opinion of the Board of Directors on them. During the General Meeting, requests and justifications therefore for items not on the agenda may be brought up before the meeting for discussion. A decision about these items, however, may not be taken until the next General Meeting after review by the Board of Directors.
Requests made within the realm of the agenda items do not need prior announcement. In the invitation to attend the general meeting, the Board of Directors indicates the cut-off date for entry in the share register which entitles the shareholder to attend and vote.
